What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-11-14 compared with 2025-08-14 · 38 added, 13 removed, 16 unchanged (76% of the section changed)

2 unchanged sentences

Common Shares Issued

the six months ended June 30, 2025, the Company issued a total of 192,278 shares of its common stock for services rendered

the nine months ended September 30, 2025, the Company issued a total of 506,494 shares of its common stock for services rendered

and to be rendered.

These shares were valued at $857,432, the fair market values on the grant dates using the reported closing share prices

on the dates of grant, and the Company recorded stock-based compensation expense of $780,624 for the six months ended June 30,

2025 and reduced accrued liabilities of $42,385 and recorded prepaid expense of $34,423 as of June 30, 2025 which will be amortized

These shares were valued at $1,656,786, the fair market values on the grant dates using the reported closing share

prices on the dates of grant, and the Company recorded stock-based compensation expense of $1,437,916 for the nine months ended September

30, 2025 and reduced accrued liabilities of $42,385 and recorded prepaid expense of $176,485 as of September 30, 2025 which will be amortized

over the rest of corresponding service periods.

Common Shares Issued for Warrant Exercise

In March and April 2025, pursuant to the terms

of related warrant agreements, the Company issued an aggregate of 429,181 shares of its common stock upon cashless exercise of warrants.

March and April 2025, pursuant to the terms of related warrant agreements, the Company issued an aggregate of 429,181 shares of its common

stock upon cashless exercise of warrants .

Common Shares Issued for Debt Conversion

2025, the Company and June 2024 Convertible Note holder entered into that certain waiver, pursuant to which, in June 2025, the investor

converted its June 2024 Convertible Note in the principal amount of $120,402 and unpaid interest of $164,711 into 285,113 shares of common

stock of the Company at a per share price of $1.00.

offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act

in reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving

On May 29, 2025, the

Company and the June 2024 Convertible Note holder entered into that certain waiver, pursuant to which, during the period from June 1,

2025 through September 30, 2025, the investor converted its June 2024 Convertible Note in the principal amount of $1,378,993 and unpaid

interest of $208,729 into 1,587,722 shares of common stock of the Company at a per share price of $1.00.

Common Shares Issued as Convertible Note Payable

Commitment Fee

In July 2025, the Company issued a total

of 10,000 shares of its common stock as commitment fee for the purchase of July 2025 Convertible Note.

These shares were valued

at $26,800, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded

it as debt discount.

Series C Convertible

Preferred Stock Sold for Cash

July 2025, the Company sold 300 shares of Series C Convertible Preferred Stock and received net proceeds of $290,000 after

deducting offering expenses of $10,000.

Each share of Series C Convertible Preferred Stock is convertible into common stock of the Company

(the “Conversion Shares”) at a conversion per share equal to $2.41, which approximated the market price at the date of transaction.

The Company is not required to issue any of the Company’s common stock upon conversion of the Series C Convertible Preferred Stock

until the shareholder approval for such issuance is obtained by the Company.

Common Shares and

Warrants Sold for Cash

July 14, 2025, the Company entered into that certain securities purchase agreement (the “Securities Purchase Agreement”),

with an accredited investor, Brown Stone Capital Ltd.

(the “Brown Stone”), pursuant to which the Company agreed to

issue and sell to Brown Stone, upon the terms and conditions set forth in the Securities Purchase Agreement, 121,200 shares of the Company’s

common stock and pre-funded warrants to purchase 354,300 shares of the Company’s common stock, in exchange for $475,500.

number of shares of the Company’s common stock issuable pursuant to the pre-funded warrants is 354,300 shares.

The closing of the

transaction occurred on July 17, 2025, which is when the Company received net proceeds of $450,500 after deducting offering expenses

offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in

reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving

a public offering.

4 unchanged sentences

through employment, business or other relationships, to information about us .

DEFAULTS UPON

SENIOR SECURITIES

UPON SENIOR SECURITIES

Not applicable.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities